TERMS OF SERVICE

Please read these Terms of Service (the “Agreement”) carefully. Your use of the Site (as defined below) constitutes your consent to this Agreement.

This Agreement is between you and the Center for Italian Modern Art (“CIMA” or “we”) concerning your use of (including any access to) the Center for Italian Modern Art site currently located at https://www.italianmodernart.org/ (together with any materials and services available therein, and successor site(s) thereto, the “Site”). This Agreement hereby incorporates by reference any additional terms and conditions posted by CIMA through the Site, or otherwise made available to you by CIMA. Your use of the Site is governed by this Agreement regardless of how you access the Site, including through the Internet, through Wireless Access Protocol (WAP), through a mobile network or otherwise.

By using the site, you affirm that you are of legal age to enter into this agreement.

Changes.
We may change this Agreement by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the Site. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement containing such changes, or otherwise notified you of such changes.

Your use of the Site following any changes to this Agreement will constitute your acceptance of such changes. The “LAST UPDATED” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the Site (including access to the Site via any third-party links); charge, modify or waive any fees required to use the Site; or offer opportunities to some or all Site users.

Information Submitted Through the Site.
Your submission of information through the Site is governed by CIMA’s Privacy Policy, located at https://www.italianmodernart.org/privacy (the “Privacy Policy”). You represent, warrant and agree that any information you provide in connection with the Site is and will remain accurate and complete, and that you will maintain and update such information as needed.

Jurisdictional Issues.
The Site is controlled and operated from the United States, and is not intended to subject CIMA to any non-U.S. jurisdiction or law. The Site may not be appropriate or available for use in some non-U.S. jurisdictions. Any use of the Site is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.

Rules of Conduct.
In connection with the Site, you must not:

Post, transmit or otherwise make available through or in connection with the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or that otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity, right of privacy or any other proprietary right, without the express prior written consent of the applicable owner.
Post, transmit or otherwise make available through or in connection with the Site any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
Use the Site for any purpose that is fraudulent or otherwise tortious or unlawful.
Post, transmit or otherwise make available, through or in connection with the Site, any unsolicited or unauthorized advertising, promotional material, “spam” or other form of solicitation, or otherwise make any commercial use of the Site without CIMA’s express prior written consent.
Harvest or collect information about users of the Site.
Attempt to gain control of, interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of the Site; or violate any requirement, procedure or policy of such servers or networks.
Restrict or inhibit any other person from using the Site.
Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site (for the avoidance of doubt, including any images available on or through the Site), except as expressly authorized herein, without the express prior written consent of (a) CIMA and (b) where a third party owns the copyright in the applicable materials, such copyright owner.
Reverse engineer, decompile or disassemble any portion of the Site, except where such restriction is expressly prohibited by applicable law.
Remove any copyright, trademark or other proprietary rights notice from the Site.
Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without CIMA’s express prior written consent.
Systematically download and store Site content.
Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Site content, or reproduce or circumvent the navigational structure or presentation of the Site, without CIMA’s express prior written consent. Notwithstanding the foregoing, and subject to compliance with any instructions posted in the robots.txt file located in the Site’s root directory, CIMA grants to the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials, but not caches or archives of such materials. CIMA reserves the right to revoke such permission either generally or in specific cases, at any time and without notice.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the Site.

Offerings.
The Site may make available listings, descriptions and images of goods or services (e.g., shows, exhibitions and tours) or related coupons, discounts or promotions (collectively, “Offerings”), as well as references and links to Offerings. Such Offerings may be made available by CIMA or by third parties. The availability through the Site of any listing, description or image of an Offering does not imply our endorsement of such Offering or affiliation with the provider of such Offering. We make no representations as to the completeness, accuracy or timeliness of such listings, descriptions or images (including any features, specifications and prices contained therein). Such information and the availability of any Offering (including the validity or availability of any coupon, discount or promotion) is subject to change at any time without notice. Additionally, descriptions on the Site of shows, exhibitions, tours, installations and gallery events and of their respective contents are for informational purposes only and may not be accurate, whether at the time such descriptions are available on the Site or at the time of the applicable show, exhibition, tour, installation or event. Certain measurements and similar descriptions are approximate and are for convenience only. We make reasonable efforts to accurately display the attributes of Offerings, including the applicable colors, however the actual colors you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. It is your responsibility to ascertain and obey all applicable local, state, federal and foreign laws (including minimum age requirements) regarding the possession, use and sale of any Offering.

Transactions.
We may make available through the Site the ability to purchase or otherwise obtain certain Offerings, including as facilitated by our third-party service providers (a “Transaction”). If you wish to enter into a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. You represent and warrant that you have the right to use any credit card that you submit in connection with a transaction. By submitting such information, you grant to us (including our third-party service providers) the right to provide such information to third parties for purposes of facilitating Transactions. Verification of information may be required prior to the acknowledgment or completion of any Transaction. By making a Transaction, you represent that the applicable Offerings will be used only in a lawful manner. In the event that such Transaction is facilitating by our third-party service provider, such third-party service provider’s terms of service will also apply to such Transaction.

CIMA reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Offering; to impose conditions on the honoring of any coupon, discount or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Offering. Refunds, cancellations and exchanges will be subject to CIMA’s applicable refund, cancellation and exchange policies. You agree to pay all charges incurred by you or on your behalf through the Site (including through our third-party service providers), at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions. The receipt of any email order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a product or service.

Offerings comprising physical goods that are ordered through the Site will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained on the Site. All such Transactions are made pursuant to a shipment contract and, as a result, risk of loss and title for such Offerings pass to you upon delivery of such Offerings to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.

Registration; User Names and Passwords.
You may need to register to use all or part of the Site. We may reject, or require that you change, any user name, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not CIMA, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or of your Site account. We may lock or block access to any Site account at any time for any reason, including for violation of this Agreement.

Profiles and Forums.
Site visitors may make available certain materials (each, a “Submission”) through or in connection with the Site, including on profile pages (each, a “Profile”) or on the Site’s interactive services, such as message boards and other forums, and chatting, commenting and other messaging functionality (each, a “Forum”). CIMA has no control over and is not responsible for any use or misuse (including any distribution) by any third party of Submissions. If you choose to make any of your personally identifiable or other information publicly available through the site, you do so at your own risk.

License.
For purposes of clarity, you retain ownership of your Submissions. For each Submission, you hereby grant to us a worldwide, royalty-free, fully paid-up, non-exclusive, perpetual, irrevocable, transferable and fully sub-licensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use and exploit such Submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials).

In addition, if you provide to us any ideas, proposals, suggestions or other materials (“Feedback”), whether related to the Site or otherwise, such Feedback will be deemed a Submission, and you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited and without restriction, and does not place CIMA under any fiduciary or other obligation.

You represent and warrant that you have all rights necessary to grant the licenses granted in this section, and that your Submissions, and your provision thereof through and in connection with the Site, are complete and accurate, and are not fraudulent, tortious or otherwise in violation of any applicable law or any right of any third party. You further irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

Monitoring.
We may (but have no obligation to) monitor, evaluate, alter or remove Submissions before or after they appear on the Site. We may disclose any Submissions and the circumstances surrounding their transmission to anyone for any reason or purpose.

CIMA’s Proprietary Rights.
We (including our suppliers and licensors) own the Site, which is protected by proprietary rights and laws. Subject to your compliance with this Agreement, and solely for so long as you are permitted by CIMA to use the Site, you may view one (1) copy of any portion of the Site to which we provide you access hereunder, on any single device, solely for your personal, non-commercial use. Copyright in the works depicted on the Site that are not owned by us, are the property of their respective owners. You may not reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, distribute or otherwise exploit such works without permission of their respective copyright owners, and nothing contained on the Site shall be construed as granting any right to use any such work without the express prior written consent of the owner thereof.

Our trade names, trademarks and service marks include “Center for Italian Modern Art,” “CIMA,” “Broome Art Foundation,” and any associated logos. All trade names, trademarks, service marks and logos on the Site not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.

Third Party Materials and Links; Third Party Services.
Certain Site functionality may provide access to materials made available by third parties (“Third Party Materials”), or may allow for the routing or transmission of such Third Party Materials, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Materials. Additionally, certain Site functionality may direct you to sites operated by third parties to facilitate certain Transactions (such sites, “Third Party Services”). Third Party Services may include websites that process credit card transactions or enable you to complete user surveys.

We neither control nor endorse, nor are we responsible for, any Third Party Materials or Third Party Services, including the accuracy, integrity, quality, legality, usefulness or safety of Third Party Materials or Third Party Services, or any intellectual property rights therein. Certain Third Party Materials or Third Party Services may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by CIMA with respect to any Third Party Materials, or any Third Party Services or services provided thereby. We have no obligation to monitor Third Party Materials or Third Party Services, and we may block or disable access to any Third Party Materials or Third Party Services (in whole or part) through the Site at any time. In addition, the availability of any Third Party Materials or Third Party Services through the Site does not imply our endorsement of or affiliation with, any provider of such Third Party Materials, nor does such availability create any legal relationship between you and any such provider.

Your use of third party materials and third party services is at your own risk and is subject to any additional terms, conditions and policies applicable to such third party materials and third party services (such as terms of service or privacy policies of the providers of such third party materials or third party services).

Disclaimer of warranties.
The site and any offerings, third party materials and third party services are made available to you “as is” without any warranties of any kind, whether express, implied or statutory. Cima disclaims all warranties with respect to the site and any offerings, third party materials and third party services to the fullest extent permissible under applicable law, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title. All disclaimers of any kind (including in this section and elsewhere in this agreement) are made on behalf of both cima and its affiliates, and their respective shareholders, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers (collectively, the “affiliated entities”).

Although we try to maintain the timeliness, integrity and security of the Site, we do not guarantee that the Site is or will remain updated, complete, correct or secure, or that access to the Site will be uninterrupted. The Site may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the Site. If you become aware of any such alteration, contact us at info@italianmodernart.org with a description of such alteration and its location on the Site.

Limitation of liability.
CIMA will not be liable for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind, under any contract, tort (including negligence), strict liability or other theory, including damages for loss of profits, use or data, loss of other intangibles, or loss of security of submissions (including their unauthorized interception by third parties), even if advised in advance of the possibility of such damages or losses. Without limiting the foregoing, cima will not be liable for damages of any kind resulting from your use of or inability to use the site or from any offerings, third party materials or third party services. Your sole and exclusive remedy for dissatisfaction with the site or any offerings, third party materials or third party services is to stop using the site and, as applicable< such third party materials or third party services. The maximum aggregate liability of cima for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, shall be the greater of the total amount, if any, paid by you to cima to use the site and ten dollars ($10.00). All limitations of liability of any kind (including in this section and elsewhere in this agreement) are made on behalf of both cima and the affiliated entities.

Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have certain additional rights.

Indemnity
Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless CIMA and the Affiliated Entities from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of (a) your use of, or activities in connection with, the Site (including all Transactions and Submissions); and (b) any violation or alleged violation of this Agreement by you.

Termination.
This Agreement is effective until terminated. CIMA may terminate or suspend your use of the Site at any time and without prior notice, including if CIMA believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the Site will immediately cease, and CIMA may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. Sections 2–5, 7–9 and 11–20 shall survive any expiration or termination of this Agreement.

Governing Law; Jurisdiction.
This Agreement is governed by and shall be construed in accordance with the laws of the State of New York, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. You agree to exclusive jurisdiction of the federal and state courts located in the County of New York, State of New York, U.S.A., and waive any jurisdictional, venue or inconvenient forum objections to such courts.

Filtering.
We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from d OnGuard Online (http://onguardonline.gov/). Please note that CIMA does not endorse any of the products or services listed on such sites.

Information or Complaints.
If you have a question or complaint regarding the Site, please send an email to info@italianmodernart.org. You may also contact us by calling us at (646) 370-3596. Please note that email communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Miscellaneous.
This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and CIMA. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement, including by operation of law, without restriction. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and CIMA relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and CIMA relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the Site or by email (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. CIMA will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.